Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - HIGHLANDS BANCORP, INC. | a6872299ex3-1.htm |
| EX-10.1 - EXHIBIT 10.1 - HIGHLANDS BANCORP, INC. | a6872299ex10-1.htm |
| 8-K - HIGHLANDS BANCORP, INC. 8-K - HIGHLANDS BANCORP, INC. | a6872299.htm |
| EX-3.2 - EXHIBIT 3.2 - HIGHLANDS BANCORP, INC. | a6872299ex3-2.htm |
| EX-4.1 - EXHIBIT 4.1 - HIGHLANDS BANCORP, INC. | a6872299ex4-1.htm |
Exhibit 10.2
United States Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
September 22, 2011
Ladies and Gentlemen:
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of the series of its preferred stock set forth on Schedule A hereto (such shares, the “Warrant Shares”), which was exercised by the Investor at Closing.
In connection with the consummation of the repurchase (the “Repurchase”) by the Company from the Investor, on the date hereof, of the number of Preferred Shares listed on Schedule A hereto (the “Repurchased Preferred Shares”) and the number of Warrant Shares listed on Schedule A hereto (the “Repurchased Warrant Shares”), as permitted by the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009:
(a) The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Preferred Shares;
(b) The Investor hereby acknowledges receipt from the Company of a wire transfer for the account of the Investor in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Preferred Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof;
(c) The Company hereby acknowledges receipt from the Investor of the share certificate(s) set forth on Schedule A hereto representing the Warrant Shares; and
(d) The Investor hereby acknowledges receipt from the Company of a wire transfer for the account of the Investor in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Repurchased Warrant Shares at a price per share equal to the Liquidation Amount per share, together with any accrued and unpaid dividends to, but excluding, the date hereof.
This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.
This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.
[Remainder of this page intentionally left blank]
In witness whereof, the parties have duly executed this letter agreement as of the date first written above.
| UNITED STATES DEPARTMENT OF | |||
| THE TREASURY | |||
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By:
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/s/ | |
| Name: Timothy G. Massad | |||
| Title: Assistance Secretary for Financial | |||
| Stability | |||
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COMPANY: Highlands Bancorp, Inc.
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By:
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/s/ George E. Irwin | |
| Name: George E. Irwin | |||
| Title: President and CEO | |||
SCHEDULE A
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General Information:
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Date of Letter Agreement incorporating the Securities
Purchase Agreement:
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May 8, 2009
December 22, 2009
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Name of the Company:
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Highlands Bancorp, Inc.
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Corporate or other organizational form of the
Company:
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Corporation
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Jurisdiction of organization of the Company:
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New Jersey
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Number and series of preferred stock issued to the
Investor at the Closing (Preferred Shares):
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5,450 Shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Class A
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Number and series of preferred stock underlying the
Warrant issued to the Investor at the Closing (Warrant
Shares):
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155 Shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Class B
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Terms of the Repurchase of the Preferred Shares:
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Number of Preferred Shares purchased by the Company:
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5,450
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Share certificate number (representing the Preferred
Shares previously issued to the Investor at the
Closing):
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P-A1
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Per share Liquidation Amount of Preferred Shares:
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$1,000
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Accrued and unpaid dividends on Preferred Shares:
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$28,006.94
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Aggregate purchase price for Repurchased Preferred
Shares:
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$5,478,006.94
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Terms of the Repurchase of the Warrant Shares:
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Number of Warrant Shares purchased by the
Company:
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155
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Share certificate (representing the Warrant Shares
previously issued to the Investor at the Closing):
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P-B1
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Per share Liquidation Amount of Warrant Shares:
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$1,000
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Accrued and unpaid dividends on Warrant Shares:
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$1,433.75
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Aggregate purchase price for Repurchased Warrant
Shares:
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$156,433.75
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Aggregate purchase price for Repurchased Preferred
Shares and Repurchased Warrant Shares:
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$5,634,440.69
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Investor wire information for payment of purchase price:
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ABA Number: 021000018
Bank: The Bank of New York Mellon
Account Name: BETA EESA Preferred Account
Account Number: GLA/111567
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